Heavy Memories
by Vintage Tea Party
Summary: Rose knows little about the Doctor's past. Though he never talks about it, she knows there are sad and painful memories he tries to forget. But after he encounters an enemy from his past the weight of them becomes overwhelming. Will he finally admits he's not alright and seek comfort? Takes place right after series 1 episode 6 "Dalek." *Revised 11/4/13*


**A/N: After publishing this story I felt it wasn't quite finished without giving the Doctor a chance to speak. So I revised this story to include a section from the Doctor's perspective that wasn't originally there. **

Rose reached over and turned off the lamp on her bedside table and snuggled deep into the sheets. It had been an exhausting day, filled with danger and she almost lost her life. But that was becoming old hat with the Doctor. She was getting use to this exciting and dangerous life of hers and she almost always fell into bed exhausted these days. But tonight was different. This was not the excited exhaustion she was coming to love; this was a mental and emotional exhaustion. Tonight the Doctor was heavy on her mind.

The day's events had made her realize just how little she knew about the Doctor and his past. She had asked him once about his past and it had not gone well. The first day she started traveling with him she had asked him where he was from and about who he was and it resulted in their first argument. He said it didn't matter, that all that mattered was the here and now and she could take the hint; his past was not something the he wanted to discuss. Later, he had told her that his planet was gone and that it had burned in a war against someone she didn't know. He said he was the last of his kind, the only survivor. There was still a lot that she did not know about that painful past but she tried not to get upset at not knowing. She had decided to content herself with the fact that it would come up eventually and he would share more with her.

That day was today though it was not of the Doctor's choosing. They had ended up in Utah in 2012 at Henry Van Statten's underground collection of extraterrestrial artifacts after the Doctor had followed a distress call there. Even the Doctor could not have guessed that it originated from the one survivor of his greatest enemy race, the Daleks.

She had been separated from the Doctor most of the day so she did not know everything that had happened to him. When she had been reunited with him he was different than she had ever seen him. He had a crazy, angry, blood lust look in his eyes. He wielded a huge gun at the Dalek and was ready and so willing to end its life. She had never seen him that way. He was always saving life, even being fair to those who were doing wrong like the Nestene they had come across when she first met the Doctor.

This encounter with his last enemy from his past made her wonder what the story was. She couldn't blame him for being angry at the creature but she also couldn't let him do what he had in mind to do. She was still haunted by the look in his eyes. Yes, there had been fury and rage in them; but there was also a horrible and terrible pain. His words still echoed in her head "_The Daleks destroyed my home, my people."_

When they had gotten back to the TARDIS and things had calmed down she couldn't imagine what might be going on in the Doctor's head but she knew he must be struggling. He wasn't his usual cheerful self but he was putting a somewhat brave face on since Adam was with them. Once Adam had headed towards one of the open bedrooms, she had purposely lingered behind so she could talk to the Doctor alone.

She asked him if he was alright even though she already knew the answer to the question. It wasn't a quest for knowledge; it was invitation to talk. He had said he was and, while she didn't think for one second that was the truth, it was obvious that he didn't want to talk about it so she had said goodnight and left him.

What she wanted to say was that she knew he wasn't alright. She knew he kept a lot of pain and anger in. She was afraid that one day it would be become too much for him. Sometimes he looked like he was just on the brink of good and bad, of staying strong and becoming completely undone. She feared if he didn't do something to remedy the pain he would one day topple in the wrong direction.

She didn't know why he didn't trust her enough to talk with her about his past. She didn't know why he felt the need to always keep a shield up around her. She didn't know why he always kept up his cheerful act around her. It's not that she needed the information; she already knew the things about him that really mattered. It was just that it made her sad to know he was sad and she wished she could do something about it. She had come to care about this man very much in the short time she had known him and she wanted him to be alright.

* * *

The Doctor walked to his room though he had no idea why he was going there; he knew he couldn't sleep and he no intention of trying. He could not calm his mind down enough to find sleep and even if he did he knew he would not want to see the images that were surely waiting on him. As soon as he opened the door and looked inside he recoiled from the darkened room with its silence and loneliness.

He put his back against the wall of the hallway and sat down on the floor, his head in his hands. His head was so full with so many thoughts, so many memories swirling around. The terrible events of the day and the haunting memories of the past raged in his head. Old guilt and pain of the past mixed with new guilt and pain of the day. This was something he always struggled with but it had never been as bad as it was right now and he wasn't sure that he could bear it any longer.

The past was always something that was with him. Even when it was not at the forefront of his mind it was always playing in the background. To this day he could hear the screams and cries of his people in his head. Memories only, but he never forgot. That, and the deafening silence that was left behind by their absence, was enough to make him go mad. It wasn't that the events of the day had made him remember; it had only brought the pain to be the dominant thought in his mind. Today was the worst he had ever felt it and he was sure that it would drive him crazy.

He felt emotions strongly. It was good because it made him passionate about what he did. But there was a flip side to that. He also felt sadness and loneliness, regret and pain in the extremes as well. When he felt things he felt them with all his heart, whether they were good or bad. He did not have an in between. It was overwhelming. At this moment he could not bear it alone anymore.

But he wasn't alone. For once, he actually wasn't alone. He had been alone for so long that it was hard to remember. But there was Rose. Sleeping down the hallway, so close yet feeling so far away, she was there. If he could calm his mind enough to reach out to her he would be able to sense her presence. How good it felt to have someone by his side again. He tried to make himself not feel just how good it felt.

He did this because she shouldn't be with him. He knew what he was. He knew what he did to people. He was the one that brought death and destruction. He had to everyone he'd known in one form or another and he would bring it to her too. Just today, he almost had. He still heard that terrible Dalek's voice screaming out "Exterminate" and it was talking about Rose, _his _Rose. He had almost had to watch another person he loved die at the hands of a filthy Dalek and it would have been his fault again. The feeling was all too familiar. He knew Rose was safe now but he almost didn't believe it. He just wanted to go to her and make sure she was safe. His mind was so crowded and overwhelmed at the moment that he couldn't sense her and he didn't like it.

Thinking about her made him wonder, could he ask her for help? He had been on his own for so long he had forgotten what it felt like to ask for help. He didn't even know how to accept it. Maybe she could help with this pain and weight that was becoming too much to bare. He knew Rose had offered in the past and he had always brushed it off. Just tonight she had asked him if he was alright and he knew it was her way of giving him a chance to talk if he wanted to. For so long he had no other choice than to get along on his own. But could he ask for help? Could he actually go to Rose and she might help him?

Could he open up to her? He got the impression from her, more than once, that she wanted to know more about him. But did she really understand what that would mean? Could she really understand the extent to which he was damaged? Could she see it under the goofy exterior that he wore? He knew she could to an extent. He knew that he wasn't really fooling her. But did she understand just how sad and lonely and hurt he was? Did she understand that he was rage and revenge and that his hands were covered in blood? What would think if she knew?

He was afraid to let her see. He was afraid to be vulnerable with her. He was afraid that if he let some of the burden off himself he wouldn't be able to stop and she'd get the full weight of it. If he did that it would crush her. It was had almost done just as much to him. He had not let go of any of the burden and he really had no idea what would happen if he did. But could he put just a little of it on to her shoulders? How good it would feel to have a bit of it removed from him but was that fair to do to her? He knew it wasn't but if she was willing...could he? If it were just a little lighter, he knew he could keep going.

He was afraid that if he stayed here alone he might do something unthinkable. This was the thought that finally drove him to make the journey to Rose's room. It was the realization that he actually did not trust himself or his actions if he were alone any longer this night. The grief was too much. The sadness, hopelessness, and desperation were reaching a level they never had before. It was too heavy and he couldn't bear it any longer. If he didn't do _something _he was sure he would go mad and he was afraid of his own potential.

He didn't want to hurt Rose. Already he loved her. He couldn't be sure yet if she felt the same but he did know that he cared about her. And for some reason he couldn't yet understand his absence would upset her. He wasn't sure why or even how that was possible but he did know it was true. The last thing he wanted to do was to hurt her and in order to not hurt her he needed to ask for help.

* * *

Rose had laid in bed for a long time, everything that was on her mind keeping her exhausted body awake. She was finally almost asleep when she thought she heard a very quiet knock on her door. It but it was so faint she was sure she hadn't heard anything and didn't say anything. But after a few seconds the door quietly opened and she saw the Doctor. He didn't say anything for a few moments, just stared at her.

He seemed startled when she sat up and looked at him. "Doctor?" she asked quietly. He looked down and she could not see his face from the darkness in her room. "Doctor, what is it?"

Still, he didn't move from his position in the doorway. He didn't make any move to come in but he made no move to leave either. Finally, after a while he spoke softly. "I didn't mean to wake you up."

His voice sounded so strange; it was…vulnerable? It was…small? It was maybe even…scared? In the time she had known the Doctor she had not known him to be any of those things. "You didn't wake me up; I wasn't asleep yet."

She knew he wasn't alright that he had to be upset, that he had to be in pain. She'd already known that before when he had not wanted to talk about it. And now it seemed that he was finally ready to admit that. But she could tell it was hard for him. This was the man that carried the weight of the universe on his shoulders; he did not ask for help.

Rose walked over to him since he made no move to come closer to her. "What's wrong?" Now that she was standing in front of him she could see that there were tears on his cheeks. She was alarmed at the sight because she had never seen them before. She had known that he was upset but it still surprised her to see him cry.

She slipped her hand into his and led him over to the bed. She sat down beside him on the bed and gently took off his coat. More silent tears ran down his face as she rubbed his back in small circles. She reached up and brushed the tears away with her hand. "Do you want to talk about it?" she asked her hand still on his cheek. She didn't know exactly what it was that he wanted. He had never come to her room like this, had never really asked for help or comfort before and she wanted to make sure she did it in a way that he wanted.

He looked into her eyes for the first time and shook his head. "No," he managed to whimper out.

"That's alright," she reassured him softly. "You don't have to." She had known for a while that the Doctor was sad. He never talked about it but she knew. On the outside he was always energized and happy. But she saw it in his eyes. There were things in his past that weighed heavily on him.

She realized that now, for the first time ever, he was letting her see some of his raw emotions. And he had come here to seek her out for comfort; another thing that he had never done before. She knew if he was finally doing that then he must be really hurting. But even though he had come seeking her out she could tell that he was still holding back. She gestured for him to lay down and he did. She laid down on her side beside him and spooned his body with hers. She put her arm around his chest. "It's alright. You don't have to hold it all in," she whispered.

She was surprised when she felt the Doctor start to shake with sobs against her. Her mind raced wondering what was going on in the Doctor's head but whatever it was she would be there for him. "That's alright," she said rubbing his arm and his back, "You don't have to be so strong all the time. I'm here." He was so brave and strong; he never relied on anyone. But no one, not even the last of the Time Lords, could do that forever.

She held firmly on to him and was silent while he let out his grief. Sometimes, there was nothing that a person wanted, no words they needed to hear; sometimes the pain was so deep that only knowing that someone else was there could ease the pain. She did not tell him it was alright because it wasn't. And she didn't tell him not to cry because he more reason that anyone would realize to cry.

"It just gets so heavy," he finally said amongst his tears.

"What does?" she said leaning in to hear him better.

"The memories. The memories are so heavy sometimes. And it's not just the memories… it's the present and the future. I see everything that happened and every way it touches the present and all the way it will ripple into the future. It just…hurts."

"Doctor, do you want to tell me what happened?"

"There's too much to put words," he said ruefully. But then added a bit hopeful, "But I can show you."

"Really? How?"

"Here," he said reaching out for her. He took her head in both of his hands pressing his fingers to her temples. She wasn't sure what he was going to do but in the next second she was assaulted with a burst of images and emotions. She was seeing right into his head and his heart.

She saw it all. She saw the war and pain and death. She could see all that he had seen, and she could feel all he had felt. It was so much more than words in a story would have been. She could see how lonely and broken and hurting he was. She could see his guilt and remorse and regret. She could see the weight of the responsibility he bore. To feel what he felt, she could not understand how he could bear it. It was so painful. She didn't understand how he kept going when he felt all this.

He was so terribly lonely. To have lost everyone he loved, to not even have a home, to be all alone in the universe, she did not know how he stood it. She saw how long it had been since anyone had cared about his tears, since anyone had held him like this; it was a very long time. It was much too long.

Seeing that Dalek today had brought it all rushing back to him and he had not been prepared. The pain of the past and the hate for the one who had created it had almost overcome him. Thinking he was going to lose her, he thought he was going to have to relive that painful past. She felt how excruciating it had been to decide to let her die rather than let everyone on earth die; and she knew it was not the first time he'd made such a hard decision. And every time he did it left a cut on his heart that did not quite heal all the way.

She broke away with a gasp, covering her mouth with her hand. "Did I hurt you?" he asked.

"No…no it wasn't you. _It _just hurt," she just now realized that there were tears on her own face. "I never knew…" her voice cracking on the last word unable to go on.

"I shouldn't have shown you. I shouldn't have even come here."

"No," she said grabbing his hand. "I'm glad you came. And I am glad that I know what happened. That's too much…for just one person."

"I just…didn't want to be alone," he said quietly.

"Well, good. Because that's never going to happen as long as I have anything to say about it," she said laying down beside him again. She reached around him and took his hand in hers intertwining her fingers in his. She smiled when he took both their hands and held them close to his chest. She felt the beating of his hearts and they felt at least somewhat peaceful.

In the silence, some moments later she whispered "I'm glad I'm traveling with you." It seemed like such a simple statement but it held so much; exactly what he needed to hear. She was glad that she was here to chase the agonizing loneliness and pain away. She needed him to know that she loved traveling with him no matter what happened even if something terrible happened like what almost happened earlier that day. And most of all he needed to know that seeing what she had hadn't changed her opinion of him.

"I'm glad too," he whispered back. Having just been inside his head she knew the weight those words carried and knew that he truly was.

Having shared some of his burden with her, he could finally find sleep and being able to comfort him, she found it too.

* * *

When the Doctor awoke some hours later he felt rested and peaceful. Neither were things that he was use to and it took him a moment to come out of his sleepy state and to remember why. He felt the warmth beside him and looked over at Rose. She would be asleep for several more hours still even though he had gotten all he needed. She looked so peaceful and even younger in sleep, her hand up under her head and a few gold curls falling in her face.

He certainly hadn't meant to fall asleep here with her but he wasn't at all sorry about it. He had actually slept and slept well. Just Rose's presence and the feel of her against him had relaxed him more than he had been in a long time. Her body was so warm and it wasn't just physical; her presence was a warmth that made its way deep down into his core, chasing away the cold that clung there. He had had no nightmares, no dreams at all. He had slept more peacefully than he had in a long time.

He wasn't sure what he had really gone to her room for. Once he had got there he didn't even know what to do. He couldn't even say what was wrong. He knew that he didn't need to be alone that night; he was afraid of being alone that night. He knew the weight was becoming too much to bear. But he didn't know what he expected her to do or say to make it better. It had been so long since he had asked for help he didn't even know how.

But Rose didn't even need him to. She knew what he needed when he hadn't even known himself. She didn't force him to talk about it before he was ready. She was just there for him just like he needed. He certainly hadn't meant to cry. But the emotions he had felt were so overwhelming he couldn't stop. And with her he felt safe. From the moment he stepped in her room he actually felt safe and didn't even feel a need to hide the tears that were on his face.

It had been so long since anyone had held him he had forgotten how good it felt. He had even started to convince himself that he didn't need anyone. The concern in her voice and touch had been so evident and tender that it had actually brought the silent tears to sobs, something that surprised no one more than himself. Even now, remembering it made his eyes water. When she said that he didn't need to hold it all in, that he didn't need to be strong, that she was there for him, he realized how much he needed to hear those words. It amazed him that this human girl could know him so well.

He hadn't meant to show her anything. When he had gone to her he had no intention of letting her see inside his head to where the memories lay. But when she asked him what had happened he realized he wanted her to know. He wanted her to know because he didn't want to bear the weight of it all alone anymore. No one else knew what he did and that was a very lonely thing. But he hadn't just wanted her to know just so she could bear the weight; he wanted her to know because he wanted her to know _him_. The memories he carried and pain he bore was so much a part of him that in order to really know him she would have to know them.

He had only let her see the smallest bit. The gates to his mind strained against his control wanting to open up more but he had held it off. If he had let see the full extent it probably would have burned her mind. He really shouldn't have let her see anything; it was too dangerous a risk to take with her. It had been such a long time since he had connected with anybody on a telepathic level that he was out of practice for how to control it.

Still, the small fraction of what she saw had caused her pain. But he had to be honest that it had felt so good connect with her, to have his mind touch hers. He didn't feel as alone anymore now that she knew what he did. He was no longer the only one that carried the weight of what he knew. It had been another weight upon him to wonder what she might think if she could really see him for what he was. But he had allowed her to truly see parts of him and he found out something very freeing; she accepted him as he was.

He smiled down at her, tucking a stray curl behind her ear, before he got up and left. He was going to be alright. For the first time in a very long time he actually believed he was going to be alright. Not completely and all at once; there were some things that would never heal and others that would take a long time before they did. But eventually over time with this girl by his side and the hope that she gave him he would be alright again.

Rose wasn't surprised when she woke up the next morning and the Doctor was already gone. If she couldn't clearly see the imprint of where he had slept or so deeply missed having him there she might have even thought she had dreamed the whole thing. She got dressed and was glad to find him alone in the control room. "Good morning," she said tentatively trying to gauge his mood this morning.

"Good morning," he replied in not a happy but a pleasant voice.

Silence hug in the air between them as she walked over to where he stood. She wasn't going to bring up what happened the night before. She knew how hard it had been for him to admit that he wasn't alright and to come to her for help and she wasn't sure how he would be feeling now about it in the light of day.

She was glad when he broke the silence. "Thank you for last night," he said a little sheepishly.

"You're welcome. I'm glad that I could be there for you."

"I've been on my own for a while," he said with a pause not looking at her. "When there is no one there…well you convince yourself you don't want help. And you forget how to ask for it. So thank you for being there and for being patient with me."

She took both of his hands in hers. "You're welcome. Any time you need me Doctor, I'm here, really I am," she said seriously looking at him. She was glad when he looked at her. "And I'm sorry."

"Sorry? What for?" he asked, his expression one of confusion now.

"I'm sorry about the mess I caused yesterday."

"Rose, you don't need to do that."

"But if I hadn't touched it…it wouldn't have gotten strong, it wouldn't have been able to kill all those people. You wouldn't have had to choose between saving me and everyone else."

"You didn't know what it was and that wasn't your fault. You are gentle and kind and you care about people no matter what they are," looking at into her eyes "Don't ever apologize for that."

He reached out and took her in a hug. "Alright," she said against his chest. "Still, if I had known what it was…it might not have brought back all those memories for you."

"Rose, those memories are with me all the time."

"It is so much pain; I don't know how you handle it."

"I don't, very well," he admitted. "But I have made it harder on myself, by not asking for help, by pretending I'm fine and trying to handle it myself in my own way. Yesterday that Dalek said I would make a good Dalek. That's when I could see that I had started to become something I don't want to. In order to protect myself from the pain, I tried to erase my emotions. But the only way to do that is to become like it. And I don't want to be anything like that.

He paused before adding "Thank you for not letting me kill it."

"I knew you would have regretted it. I know that's not you. I know you have every right to be mad at them for all the horrible things they've done to you but I know you; you're not a killer."

"Thank you for reminding me who I am. I forget sometimes. But you Rose, you give me hope, a reason to believe. I didn't even realize how much I needed that until yesterday. But you took a Dalek and made it feel…I would have never thought that could happen. You make me wonder what else is possible," he said with a smile.

"Well let's find out," she said smiling and walking over to the console. "Where to next?"

It wasn't easy being the last of the Time Lords; attached to that title were a lot of heavy memories. The Doctor still had a huge burden to carry and it was still heavy; but now part of it rested on her shoulders. And knowing that made it feel a lot lighter.

**Thank you for reading "Heavy Memories." If you liked this story I hope you'll leave me a little review and that you'll check out my other current Doctor Who story "Todays and Tomorrows" ****:)**


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